Articles of Incorporation

Of
SHINING STAR PLAYSCHOOL, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all of legal age, citizens and residents of the Republic of the
Philippines, have this day voluntarily associated ourselves together for the purpose
of forming a corporation under the laws of the Philippines.

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

SHINING STAR PLAYSCHOOL, INC.

SECOND:
A. That the purposes for which said corporation is incorporated:

PRIMARY PURPOSE:
To establish and operate a learning center which shall provide
courses of study in pre-school education subject to the laws of the
Philippines.

SECONDARY PURPOSE:
To establish and operate a learning center which shall provide
informal tutorial courses to supplement/complement educational
courses.

B. That the corporation shall have the express powers of the corporation as
provided for under Section 36 of the Corporation Code of the Philippines.

THIRD: That the principal office of the corporation is located in

UNIT 1412 HELICONIA BLDG. TIVOLI GARDEN RESIDENCES,

CORONADO STREET, BRGY. HULO, MANDALUYONG CITY,
PHILIPPINES.

FOURTH: That the term for which said corporation is to exist is fifty (50)
years from and after the date of issuance of the certificate of incorporation;
 FIFTH: That the names, nationalities and residences of the incorporators are
as follows:

NAME NATIONALITY RESIDENCE

FREDRICK G. YABUT Filipino 27 Comet St. Bel-Air 2, Makati City

ANDREW P. YABUT Filipino 27 Comet St. Bel-Air 2, Makati City

REGINA D. WASSMER Filipino 30 Comet St. Bel-Air 2, Makati City

MARVIN U. CABREZA Filipino 40 Sta Teresita St., Pasig City

MARTIN Z. VALDEZ Filipino 22 Ipil St. Forbes Park, Makati City

SIXTH: That the number of directors of the corporation shall be Five (5); and
the names, nationalities and residences of the first directors of the
corporation are as follows:

NAME NATIONALITY RESIDENCE

FREDRICK G. YABUT Filipino 27 Comet St. Bel-Air 2, Makati City

ANDREW P. YABUT Filipino 27 Comet St. Bel-Air 2, Makati City

REGINA D. WASSMER Filipino 30 Comet St. Bel-Air 2, Makati City

MARVIN U. CABREZA Filipino 40 Sta Teresita St., Pasig City

MARTIN Z. VALDEZ Filipino 22 Ipil St. Forbes Park, Makati City

SEVENTH: That the authorized capital stock of the corporation is ONE

MILLION PESOS (P1, 000,000.00) in lawful money of the Philippines, divided
into TEN THOUSAND SHARES (10, 000) with the par value of ONE HUNDRED
PESOS (P100. 00) pesos per share.
 EIGHT: That the subscribers to the capital stock and the amount paid-in to
their subscription are as follows:

NAME NATIONALITY NO. OF SHARES AMOUNT TOTAL PAID-UP

SUBSCRIBED SUBSCRIBED

FREDRICK G. YABUT Filipino 8,000 800,000.00 800,000.00

ANDREW P. YABUT Filipino 500 50,000.00 50,000.00

REGINA D. WASSMER Filipino 500 50,000.00 50,000.00

MARVIN U. CABREZA Filipino 500 50,000.00 50,000.00

MARTIN Z. VALDEZ Filipino 500 50,000.00 50,000.00

Total: 10,000 1,000,000.00 1,000,000.00

NINTH: That ANDREW P. YABUT, has been elected by the subscribers as

Treasurer of the Corporation to act as such until his successor is duly elected
and qualified in accordance with the by-laws, and that as such Treasurer, he
has been authorized to receive for and in the name and for the benefit of the
corporation, all subscriptions or donations paid or given by the subscribers.

TENTH: That no transfer of stock or interest which will reduce the

ownership of Filipino Citizens to less than the required percentage of the
capital stock as provided by existing laws shall be allowed or permitted to be
recorded in the proper books of the corporation and this restriction shall be
indicated in all the stock certificates issued by the corporation.

ELEVENTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter,
immediately upon receipt of notice or directive from the Securities and
Exchange Commission that another corporation, partnership or person has
acquired a prior right to the use of that name or that the name has been
declared as misleading, deceptive, confusingly similar to a registered name
or contrary to public morals, good custom or public policy.
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation,
this 29TH day of AUGUST 2017, in the City of MANILA , PHILIPPINES.

FREDRICK G. YABUT ANDREW P. YABUT REGINA D. WASSMER

Tin: 123-456-789 Tin: 222-323-485 Tin: 132-326-737

MARVIN U. CABREZA MARTIN Z. VALDEZ

Tin: 341-293-849 Tin: 574-829-938

WITNESSES:
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

MAKATI CITY} S.S.

BEFORE ME, a Notary Public, for and in MAKATI CITY, Philippines,

this 31 day of AUGUST, 2017, personally appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued
23/11/06
FREDRICK G. YABUT Tin: 123-456-789 MAKATI CITY
28/07/98
ANDREW P. YABUT Tin: 123-456-789 QUEZON CITY
5/11/07
REGINA D. WASSMER Tin: 123-456-789 MAKATI CITY
6/15/06
MARVIN U. CABREZA Tin: 341-293-849 PASIG CITY
13/04/05
MARTIN Z. VALDEZ Tin: 341-293-849 PASIG CITY

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of four (4) pages, including this page where
the acknowledgement is written, and they acknowledged to me that the same is
their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
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TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNCIPALITY OF MAKATI) S.S
METRO MANILA)

I, ANDREW P. YABUT, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I hereby
certify under oath that at least 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount of ONE MILLION
PESOS (P1, 000, 000.00) in accordance with the Corporation Code

___________________________________
ANDREW P. YABUT

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of MAKATI CITY Province of METRO MANILA this 31 day of
AUGUST 2017; by ATTY. CRUZ with Res. Cert. No. 123456 issued at CITY OF
MANILA on FEBUARY , 2016.

NOTARY PUBLIC
My commission expires on
FEBUARY 25, 2018

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 BY –LAWS

OF
SHINING STAR PLAYSCHOOL, INC.

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.

a) Regular meetings of the board of directors of the corporation shall be

held monthly, unless the by-laws provide otherwise.

b) Special meetings of the board of directors may be held at any time upon
the call of the president or as provided in the by-laws

c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the by-laws provide otherwise. Notice of regular or
special meetings stating the date, time and place of the meeting must be
sent to every director or trustee at least one (1) day prior to the
scheduled meeting, unless otherwise provided by the by-laws. A director
may waive this requirement, either expressly or impliedly.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually on

THURSDAY.

b) Written notice of regular meetings shall be sent to all stockholders of

record at least two (2) weeks prior to the meeting, unless a different
period is required by the by-laws.

c) Special meetings of stockholders shall be held at any time deemed

necessary or as provided in the by-laws:

d) Written notice of special meetings shall be sent to all stockholders at least

one week prior to the meeting, unless a different period is required by the
by-laws.

e) Stockholders’ meetings, whether regular or special, shall be held in the

city or municipality where the principal office of the corporation is
located, and if practicable in the principal office of the corporation. Metro
 Manila shall, for the purpose of this provision, be considered city or
municipality.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be valid only for the meeting for
which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at any one time.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within five (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1) share
of the capital stock of the corporation, which share shall stand in his
name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors must be
residents of the Philippines.

b) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are
elected and qualified.

c) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority
of the outstanding capital stock at a regular or special stockholders’
meeting, In no case shall the total yearly compensation of directors, as
such directors, exceed ten (10%) percent of the net income before income
tax of the corporation during the preceding year.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE
TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

a) Immediately after their election, the directors of a corporation must

formally organize by the election of a PRESIDENT, who shall be a director,
a TREASURER who may or may not be a director, a SECRETARY who shall
be a resident and citizen of the Philippines, and such other officers as may
be provided in the by-laws. Two (2) or more positions may be held
concurrently by the same officer, however no one shall act as PRESIDENT
and SECRETARY or as PRESIDENT and TREASURER at the same time. The
officers of the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation shall
perform functions as required by existing laws, rules and regulations.

VII. FISCAL YEAR

a) The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.

VIII. SEAL

a) The corporate seal shall be determined by the Board of Directors.

IX. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the Philippines.
 IN WITNESS WHEREOF, we, the undersigned incorporators and/or
stockholders present at said meeting and voting thereat in favor of the adoption of
said by-laws, have hereunto subscribed our names this 29TH day of AUGUST in the
CITY OF MANILA.

FREDRICK G. YABUT ANDREW P. YABUT

REGINA D. WASSMER MARVIN U. CABREZA

MARTIN Z. VALDEZ